UOKAF 6-K
Mdjm Ltd (UOKAF)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGNPRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGEACT OF 1934
For the month of May 2026
Commission File Number: 001-38768
MDJM LTD
Fernie Castle, Letham
Cupar, Fife, KY15 7RU
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F<br>x | Form 40-F<br> ¨ |
|---|
Regulation FD Disclosure
On May 13, 2026, MDJM LTD issued a press release announcing that it will host a virtual investor meeting via Zoom on May 15, 2026, beginning at 9:30 a.m. Eastern Time. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
As previously disclosed in the Report on Form 6-K furnished by MDJM LTD on May 6, 2026, Mansions Catering and Hotel LTD, a United Kingdom company and a wholly-owned subsidiary of MDJM LTD (the “Company”), Leyong Lin (the “Seller”), and Mirai Co., Ltd. (株式会社みらい), a corporation incorporated under the laws of Japan (“Mirai”), entered into a Share Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, Mansions Catering and Hotel LTD agreed to purchase from the Seller 45 issued shares of common stock of Mirai, representing 75% of the issued and outstanding shares of common stock of Mirai, upon the terms and subject to the conditions set forth therein.
On May 13, 2026, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.2 to this Report on Form 6-K.
The press releases furnished as Exhibits 99.1 and 99.2 to this Report on Form 6-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MDJM LTD | ||
|---|---|---|
| Date: May 20, 2026 | By: | /s/ Siping Xu |
| Name: | Siping Xu | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors |
Exhibit 99.1
MDJM LTD to Host Virtual Investor Meeting onMay 15, 2026
LETHAM, Scotland, May 13, 2026 /PRNewswire/ -- MDJM LTD (OTC: UOKAF) (the "Company" or "MDJM"), an integrated global culture-driven asset management company, today announced that it will host a virtual investor meeting via Zoom on Friday, May 15, 2026, beginning at 9:30 a.m. Eastern Time.
During the meeting, the Company’s management team is expected to present the Company’s vision for its current business stage and related challenges, recent business developments and milestones, ongoing strategic initiatives, and future development plans, including advancements in international animation intellectual property development and international collaboration initiatives, Scottish cultural project and animation museum development, as well as acquisition and commercialization initiatives.
The virtual investor meeting will be open to investors and interested parties.
Virtual Investor Meeting Details
Date: Friday, May 15, 2026, 9:30 a.m. ET
Zoom Meeting Link:
https://us06web.zoom.us/j/87101151746?pwd=UO71grewBaO7g9FpiOB8IEhqjSTuM7.1
Meeting ID: 871 0115 1746
Passcode: 319270
About MDJM LTD
MDJM LTD is a global culture-driven asset management company focused on transforming historical properties into cultural hubs that integrate modern digital technology with rich historical value. The Company has been expanding its operations in the UK, where it is developing projects such as Fernie Castle in Scotland and the Robin Hill Property in England. These properties are being remodeled into multi-functional cultural venues that will feature fine dining, hospitality services, art exhibitions, and cultural exchange events. Fernie Castle is undergoing comprehensive architectural and landscape renovation planning in design collaboration with renowned architectural firm Kengo Kuma and Associates. As part of its broader strategy, MDJM seeks to position itself as a hub for artisan exchanges, art shows, and sales, leveraging its historical properties as platforms for promoting Eastern and Western cultural exchanges. This initiative reflects the Company's commitment to furthering its global market expansion and enhancing its cultural business footprint. For more information regarding the Company, please visit https://www.ir-uoka.com/.
Forward-Looking Statements
This announcement contains forward-looking statements. All statementsother than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involveknown and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trendsthat the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investorscan identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statementsto reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although theCompany believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectationswill turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated resultsand encourages investors to review other factors that may affect its future results in the Company's annual report on Form 20-Fand its other filings with the U.S. Securities and Exchange Commission.
Investor Contact:
Sherry Zheng
WAVECREST GROUP INC.
Phone: +1 718-213-7386
Email: [email protected]
Exhibit 99.2
MDJM Ltd. (OTC: UOKAF) Enters into Share PurchaseAgreement to Acquire Controlling Stake in Japan-Based Mirai Co., Ltd.
LETHAM, Scotland, May 13, 2026 /PRNewswire/ -- MDJM Ltd. (OTC: UOKAF) (the “Company”), an integrated global culture-driven asset management company, today announced that, through its wholly-owned subsidiary, MANSIONS CATERING AND HOTEL LTD, it has entered into a share purchase agreement to acquire a 75% equity interest in Mirai Co., Ltd. (株式会社みらい) (“Mirai”), a Japan-based company.
The closing of the acquisition is subject to customary closing conditions and other conditions set forth in the share purchase agreement. If completed, the acquisition is expected to mark a significant strategic step in the Company’s efforts to build global animation intellectual property commercialization and distribution capabilities.
The transaction is being implemented through a coordinated acquisition structure, with support from Broad Investment Securities LLC, and is structured through a series of agreements, including equity transfer arrangements and post-closing management frameworks.
Strategic Expansion into Global IP Commercialization
If completed, the acquisition is expected to support the Company’s strategic transition from content development toward the establishment of a full-stack IP commercialization capability, aimed at strengthening downstream commercialization and distribution channels.
Expanding Global Market Access Through Japan
Japan remains one of the most mature markets globally for animation, IP merchandising, and cultural product commercialization. By anchoring its commercial capabilities in Japan, the Company expects to enhance its ability to:
| · | Integrate<br> into a developed animation and commercial ecosystem; |
|---|---|
| · | Expand<br> IP-driven product offerings across Asia, Europe, and North America; and |
| --- | --- |
| · | Establish<br> long-term relationships with international distribution channels and platforms. |
| --- | --- |
This is expected to enhance the Company’s ability to extend IP value from content creation into sustainable commercial revenue streams.
Financial Consolidation and Revenue ScaleEnhancement
Upon completion of the transaction, the Company expects to consolidate Mirai into its financial statements.
Based on historical financial information provided by Mirai, which has not been audited, Mirai has represented an annualized revenue scale of approximately US$30 million, reflecting an established and ongoing operating business.
Such information is derived from historical data currently available to the Company and does not constitute a guarantee or projection of Mirai’s future financial performance, nor should it be interpreted as a forward-looking statement. The relevant financial information will be subject to audit and confirmation in accordance with applicable accounting standards following completion of the transaction.
About Mirai Co., Ltd.
Mirai is a Japan-based supply chain company primarily engaged in the supply of consumer electronics and cosmeceutical products to corporate distributors. Mirai operates through established distribution networks and provides capabilities supporting product commercialization and market expansion.
About MDJM LTD
MDJM LTD is a global culture-driven asset management company focused on transforming historical properties into cultural hubs that integrate modern digital technology with rich historical value. The Company has been expanding its operations in the UK, where it is developing projects such as Fernie Castle in Scotland and the Robin Hill Property in England. These properties are being remodeled into multi-functional cultural venues that will feature fine dining, hospitality services, art exhibitions, and cultural exchange events. Fernie Castle is undergoing comprehensive architectural and landscape renovation planning in design collaboration with renowned architectural firm Kengo Kuma and Associates. As part of its broader strategy, MDJM seeks to position itself as a hub for artisan exchanges, art shows, and sales, leveraging its historical properties as platforms for promoting Eastern and Western cultural exchanges. This initiative reflects the Company's commitment to furthering its global market expansion and enhancing its cultural business footprint. For more information regarding the Company, please visit https://www.ir-uoka.com/.
Forward-Looking Statements
This announcement contains forward-looking statements. All statementsother than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involveknown and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trendsthat the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investorscan identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statementsto reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although theCompany believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectationswill turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated resultsand encourages investors to review other factors that may affect its future results in the Company's annual report on Form 20-Fand its other filings with the U.S. Securities and Exchange Commission.
Investor Contact:
Sherry Zheng
WAVECREST GROUP INC.
Phone: +1 718-213-7386
Email: [email protected]